EQS-Ad-hoc: va-Q-tec AG / Key word(s): Offer/Capital Increase
Publication of inside information pursuant to Art. 17 (1) of Regulation (EU) 596/2014 on market abuse (Market Abuse Regulation)
va-Q-tec AG: Conclusion of a Business Combination Agreement with EQT Private Equity and approval of a cash capital increase without subscription rights in the amount of approximately 10% of the share capital
Würzburg, 13 December 2022. As already indicated as being likely in the ad hoc announcement dated 9 December 2022, the Management Board of va-Q-tec AG ("va-Q-tec") has today, on the basis of a resolution adopted today by the Management Board with the Supervisory Board’s consent, entered into a Business Combination Agreement with sotus 861. GmbH (in future: Fahrenheit AcquiCo GmbH) (the “Bidder”) and its sole shareholder, both of which are controlled by the EQT X Fund (hereinafter together with Bidder “EQT Private Equity”), in order to support va-Q-tec’s long-term growth by way of a strategic partnership. In this context, EQT Private Equity has announced today that it intends to submit a voluntary public takeover offer (“Takeover Offer”) to the shareholders of va-Q-tec to acquire all no-par-value registered shares of va-Q-tec AG (ISIN DE0006636681 / WKN 663668) (“va-Q-tec Shares”) against payment of a cash consideration in the amount of EUR 26.00 per va-Q-tec Share. The announced Takeover Offer by EQT Private Equity corresponds to a premium of 97.9% in relation to the volume-weighted average price of the va-Q-tec share over the past three months until 9 December 2022, the date on which the ad hoc announcement on the expected near-term conclusion of the combination agreement was published.
In the Business Combination Agreement, va-Q-tec and EQT Private Equity have agreed on the terms of the Takeover Offer. Subject to, inter alia, the review of the offer document still to be published by EQT Private Equity, va-Q-tec’s Management and Supervisory boards support the Takeover Offer. The Business Combination Agreement, if successful, provides that EQT Private Equity will combine va-Q-tec’s service and systems business for the pharmaceutical industry with one of its portfolio companies, Envirotainer AB (“Envirotainer”), in which EQT Private Equity already holds an indirect majority interest, and develop va-Q-tec’s thermal energy efficiency and thermal box business within a separate, new company over the long term. Furthermore, EQT Private Equity intends to pursue a potential delisting va-Q-tec.
The Takeover Offer will contain standard closing conditions, in particular a minimum acceptance rate of 62.5% of the existing share capital and will be subject to regulatory approvals. The founding families of va-Q-tec AG hold in aggregate 3,464,635 va-Q-tec shares, corresponding to 25.8% of all va-Q-tec shares, which will be attributed to the Bidder and counted towards the minimum acceptance rate. The founding families of va-Q-tec AG have undertaken to contribute the majority of the va-Q-tec shares they hold, and to remain invested in va-Q-tec together with EQT Private Equity.
In connection with the conclusion of the Business Combination Agreement with EQT Private Equity, va-Q-tec’s Management Board has today passed a resolution, with Supervisory Board consent, to increase the company’s share capital by approximately 10% against cash capital contributions, making partial use of the Approved Capital 2022/1 and excluding subscription rights (the “Capital Increase”). The implementation of the Capital Increase is subject to the completion of the Takeover Offer. Upon completion of the Takeover Offer, EQT Private Equity will subscribe for the new shares at a price of EUR 26.00 per share. Following the implementation of the Capital Increase, the share capital of va-Q-tec thereby increases by EUR 1,341,500, from EUR 13,415,000.00 to EUR 14,756,500. The proceeds of EUR 34,879,000 from the Capital Increase will be deployed in order to finance, among other objectives, va-Q-tec’s further growth.
In connection with the conclusion of the Business Combination Agreement, the Bidder has also submitted to the va-Q-tec Management Board a request to initiate negotiations for the conclusion of a domination and profit and loss transfer agreement following the completion of the Takeover Offer.
Pursuant to their statutory obligations, once the Bidder has published the Offer Document, the Management and Supervisory boards of va-Q-tec AG will issue and publish a reasoned opinion concerning the Takeover Offer.
+++END OF THE AD HOC ANNOUNCEMENT+++
va-Q-tec is a pioneer in highly efficient products and solutions in the area of thermal insulation and TempChain logistics. The company develops, produces and markets highly efficient and consequently thin vacuum insulation panels (VIPs), as well as phase change materials (PCMs) for reliable and energy-efficient temperature controlling. With this key thermal technology, va-Q-tec produces passive thermal packaging systems (containers and boxes) which can maintain constant temperatures, depending on type, for up to 200 hours without external energy input. In order to implement temperature-sensitive logistics chains, va-Q-tec – within a global partner network – operates a fleet of rental containers and boxes meeting demanding thermal protection standards. Along with Healthcare & Logistics as the main market, va-Q-tec addresses the following further markets: Appliances & Food, Technics & Industry, Building, and Mobility. The high-growth company, which was founded in 2001, is based in Würzburg, Germany.
Further information: www.va-q-tec.com
13-Dec-2022 CET/CEST The EQS Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
|Phone:||+49 (0)931 35 942 0|
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|Listed:||Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Munich, Stuttgart, Tradegate Exchange|
|EQS News ID:||1512213|
|End of Announcement||EQS News Service|
1512213 13-Dec-2022 CET/CEST